KinderCare updates master lease on 545 centers

KinderCare Learning Companies, Inc. reported that subsidiary KinderCare Education LLC amended its long-term real estate structure for childcare centers leased from KCP RE LLC.

Rhea-AI Filing Summary

KinderCare Learning Companies, Inc. reported that subsidiary KinderCare Education LLC amended its long-term real estate structure for childcare centers leased from KCP RE LLC. An Amended and Restated Fifth Amendment to the existing Master Lease now governs 545 center sites, effective August 11, 2026.

The amendment splits the portfolio into six schedules and transfers 13 Schedule 1 sites to a new master lease with affiliate KCP RE II LLC, keeping the same annual rent for those locations and a lease term through December 31, 2029. For the remaining sites, rent is adjusted as locations expire or are removed, and the annual rent escalation cap is reset so the “Escalation Percentage” becomes the lesser of 12.5% (previously 10%) or the applicable “Index Increase.”

Filing Explained

The August 11, 2026 amended and restated lease amendment is effective and supersedes the earlier Fifth Amendment, which was not binding because mortgage-loan repayment and release depended on refinancing. The revised lease structure therefore governs the 545 center sites, including the transfer of 13 sites to a new affiliate lease, while the filing does not disclose a direct change to common-holder ownership or issuance.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Total sites under amended master lease: 545 center sites Schedule 1 sites transferred: 13 sites New lease term end for Schedule 1: December 31, 2029 +3 more

6 metrics

Total sites under amended master lease 545 center sites KinderCare Education LLC’s Master Lease portfolio addressed by the Amended and Restated Fifth Amendment

Schedule 1 sites transferred 13 sites Sites moved to a new master lease with KCP RE II LLC effective August 11, 2026

New lease term end for Schedule 1 December 31, 2029 End date of the Schedule 1 master lease between KinderCare Education LLC and KCP RE II LLC

Previous rent escalation cap 10% Prior “Escalation Percentage” cap for annual rent adjustments under the lease

Revised rent escalation cap 12.5% New maximum “Escalation Percentage” for annual rent, subject to the applicable Index Increase

Schedule allocations 13, 51, 37, 177, 237, 30 sites Number of sites in Schedules 1–6 under the amended lease structure

Key Terms

Master Lease Agreement, Amended and Restated Fifth Amendment, Escalation Percentage, Index Increase

4 terms

Master Lease Agreement financial

"KinderCare Education is a tenant under a Master Lease Agreement with landlord KCP RE LLC"

A master lease agreement is an umbrella contract that sets the rules for a group of related leases between an owner and a renter, so new individual leases can be added quickly without renegotiating basic terms. For investors it matters because it fixes payment schedules, responsibilities for maintenance and default remedies across multiple assets, which directly affects a company’s cash flow predictability, liability exposure and the value of leased properties or equipment—like a standard template that speeds deals but locks in terms.

Amended and Restated Fifth Amendment regulatory

"entered into an Amended and Restated Fifth Amendment as of and effective August 11, 2026"

Escalation Percentage financial

"the “Escalation Percentage” for annual rent adjustments on the relevant adjustment dates would be the lesser of"

Index Increase financial

"the lesser of (i) 12.5% (previously 10%) or (ii) the applicable “Index Increase.”"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What lease change did KinderCare (KLC) disclose on August 11, 2026?

KinderCare disclosed an Amended and Restated Fifth Amendment to its Master Lease covering 545 center sites, revising site groupings, transferring 13 sites to a new lease, and updating rent escalation terms.

How many KinderCare (KLC) sites are affected by the amended master lease?

The amended master lease structure covers 545 center sites, divided into six schedules: 13, 51, 37, 177, 237, and 30 sites respectively, with specific treatment for each schedule under the new arrangement.

What is the term of the new Schedule 1 lease for KinderCare (KLC)?

The Schedule 1 master lease between KinderCare Education LLC and KCP RE II LLC runs through December 31, 2029, maintaining the same annual rent that previously applied to those 13 sites under the original Master Lease.

How did KinderCare (KLC) change rent escalations in the lease amendment?

The parties agreed the annual rent “Escalation Percentage” will be the lesser of 12.5% (up from 10%) or the applicable “Index Increase,” affecting how future rent adjustments are calculated on relevant adjustment dates.

What happens to rent when KinderCare (KLC) sites expire or are removed from the lease?

Upon expiration of a site’s term or its removal from the Master Lease, the annual rent payable is reduced by the amount allocated to that specific site, aligning rent with the remaining portfolio.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 05:01 PM Accepted by SEC EDGAR 08/14/2026 - 05:00 PM Learn about SEC filing dates

false 0001873529 0001873529 2026-08-11 2026-08-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2026

KinderCare Learning Companies, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-42367		87-1653366
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5005 Meadows Road
Lake Oswego, Oregon		97035
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (503) 872-1300

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		KLC		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

KinderCare Education LLC (“KinderCare Education”) is a wholly-owned subsidiary of KinderCare Learning Companies, Inc. (the “Company”). KinderCare Education is a tenant under a Master Lease Agreement with landlord KCP RE LLC (the “Landlord”), dated August 1, 2015, as amended (“Lease Agreement”) relating to 545 center sites.

On April 8, 2026, KinderCare Education and the Landlord entered into a Fifth Amendment (the “Fifth Amendment”) to the Lease Agreement. The Fifth Amendment was not effective or binding on the parties until the day following the date of Landlord’s repayment and release of the mortgage loan covering the sites, which was dependent upon the Landlord’s refinancing of such mortgage loan. Prior to the effective date of the Fifth Amendment, KinderCare Education and the Landlord entered into an Amended and Restated Fifth Amendment (“A&R Fifth Amendment”) as of and effective August 11, 2026. The A&R Fifth Amendment amends, restates and supersedes the Fifth Amendment in its entirety and amends the Lease Agreement.

The A&R Fifth Amendment divides the 545 center sites into six schedules, with Schedule 1 having 13 sites, Schedule 2 having 51 sites, Schedule 3 having 37 sites, Schedule 4 having 177 sites, Schedule 5 having 237 Sites, and Schedule 6 having 30 sites. As contemplated by the A&R Fifth Amendment, the 13 sites on Schedule 1 were transferred to an affiliate of Landlord, KCP RE II LLC (“KCP RE II”). KinderCare Education, as tenant, and KCP RE II, as landlord, entered into a new master lease agreement effective as of August 11, 2026 covering the Schedule 1 sites. The Schedule 1 master lease agreement has a lease term ending December 31, 2029 and the same annual rent payable under the Lease Agreement with respect to the Schedule 1 sites.

For the remaining sites, the A&R Fifth Amendment modifies the terms of the leases by schedule as follows:

● Schedule 2 sites: lease of these sites to expire on December 31, 2033; date for adjustment of annual rent is August 1, 2030; no term extension options.

● Schedule 3 sites: lease of these sites to expire on December 31, 2036; dates for adjustment of annual rent are August 1, 2030 and August 1, 2035; no term extension options.

● Schedule 4 sites: lease of these sites to expire on December 31, 2038; dates for adjustment of annual rent are August 1, 2030 and August 1, 2035; one five-year term extension option for all (but not less than all) Schedule 4 sites.

● Schedule 5 sites: lease of these sites to expire on December 31, 2040; dates for adjustment of annual rent are August 1, 2030, August 1, 2035 and August 1, 2040; one five-year term extension option for all (but not less than all) Schedule 5 sites.

● Schedule 6 sites: lease of these sites to expire on December 31, 2042; dates for adjustment of annual rent are August 1, 2030, August 1, 2035 and August 1, 2040; one five-year term extension option for all (but not less than all) Schedule 6 sites.

As of the expiration of the term for any site or the removal of any site from the Lease Agreement, the annual rent payable will be correspondingly reduced by the amount of the annual rent allocated for that particular site.

Through the A&R Fifth Amendment, the parties also agreed that the “Escalation Percentage” for annual rent adjustments on the relevant adjustment dates would be the lesser of (i) 12.5% (previously 10%) or (ii) the applicable “Index Increase.”

The foregoing description of the A&R Fifth Amendment is a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the A&R Fifth Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
10.1*		Amended and Restated Fifth Amendment to Master Lease Agreement between KCP RE LLC, as Landlord, and KinderCare Education, LLC, as Tenant, dated as of August 11, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules, annexes, or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, but will be furnished supplementally to the Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				KinderCare Learning Companies, Inc.
Date: August 14, 2026				By:		/s/ Anthony Amandi
				Name:		Anthony Amandi
				Title		Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 41.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB